Contracts and Agreements: Approval

I. REASON FOR THIS POLICY

To establish a policy and procedure for the review and approval of Contracts and Agreements where DSU is requesting and paying for a service, or Memorandum of Understanding (MOU) as required by and in conformity with South Dakota Board of Regents (SDBOR) Policy, Contracts, and Agreements 5:3. This policy pertains to any contract and agreement where DSU issues payment, regardless of funding source. Contracts and agreements paid from a grant fund are covered by this policy.

II. DEFINITIONS

1. Agreement or Contract. A binding agreement between two or more parties for performing, or refraining from performing, some specified act(s) in exchange for lawful consideration.
2. Business Office. The administrative office provides various services to the university, including but not limited to accounts payable, accounts receivable, purchasing, contract administration (non-research contracts), budget, cashier/student accounts, and other financial-related services.
3. DSU Central Contract Repository – The university’s database which contains the final signed agreement, contract, MSA/MOU/MOA, along with other related data.
4. Master Service Agreement (MSA), Memorandum of Understanding / Agreement, (MOU or MOA). A document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action. It is often used in cases where parties either do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement.
5. Non-Disclosure Agreements (NDA). A non-disclosure agreement or confidentiality agreement outlining confidential information or knowledge that the contracting parties agree to share with each other for certain purposes but wish to outline what is restricted for each other’s use. 
6. Principal Investigator (PI). A Principal Investigator or PI is the individual responsible for the preparation, conduct, and administration of a research grant, cooperative agreement, training or public service project, contract, or other sponsored project. PIs must meet certain eligibility requirements as outlined in federal, state, and university rules and restrictions as noted in solicitations for said grants, agreements, contracts, and projects. Most agencies use the PI on a very short list of project contacts.
7. Rental or Lease Agreements. Rental or lease agreements with off-campus organizations and individuals for use of DSU's equipment and facilities or rental or lease of off-campus facilities or equipment. 
8. Research and Economic Development (RED). The unit at Dakota State University that supports faculty and staff in sponsored programming as outlined in Sponsored Grants and Contracts above.  
9. Statement of Work (SOW). A document often attached to a contract that provides greater detail of the activities, deliverables, and timeline of the work performed in the contract.

III. STATEMENT OF POLICY

1. Inclusions. This policy shall include any contract or agreement where DSU issues payment, regardless of funding source, which includes contracts or agreements originating from grant funds. Such contracts, and agreements, shall include only terms and conditions that are consistent with all applicable law, policies, and procedures.
2. Approval Authority. Pursuant to Board of Regents Contracts and Agreements Policy 5:3, the President of Dakota State University has the exclusive authority to approve contracts and agreements on behalf of the institution unless otherwise specifically delegated.
3. Signatory. Contracts, and agreements, shall be signed only by those who have been delegated authority to do so in writing by the University President in accordance with SDBOR policy.
4. Documentation and Information Maintenance. University departments and colleges shall maintain corresponding information about their specific delegations of authority, ensure that contracts and agreements are properly approved by the appropriate department or college individual and that costs associated with the contract or agreement are appropriately tracked within the department or college. Each PI is responsible for maintaining the results of the sponsored programming based on the terms and conditions of the award. RED is ultimately responsible for sponsored programming records for the university. The financial aspect of the award will be retained in the university’s financial system, the Business Office is responsible for financial records.
5. Responsible Administrators. The Vice President for Business and Administrative Services and the Vice President of Research and Economic Development shall be responsible for the review of this policy and the annual review of procedures and maintenance of documentation of delegations under this policy. The University President is responsible for delegations and final approval of modifications to this policy and its procedures.

Exclusions

Sponsored agreements and contracts (contracts or agreements with external organizations who provide funding in return for deliverables/services provided by DSU) are excluded from this policy and fall under DSU policy 6.4 Sponsored Grants and Contracts.

See DSU’s policy on Proposal Submission regarding sponsored program development, authorization, and submission.

Exceptions

None

IV. PROCEDURES (MAJOR)

1. Contracts (DSU paying for a “service”)
   1. Contracts funded from sponsored projects: If the funding source for the contract is from sponsored grants/contracts, Research & Economic Development (RED) shall review and approve the contract prior to signing. RED shall offer annual training for faculty and staff.
      1. The Principal Investigator (PI) shall be responsible for reviewing deliverables, developing the Statement of Work (SOW) with the Sponsored Programs Office and ensuring that the desired outcomes are outlined in the contract/agreement.
      2. Research and Economic Development shall review the contract language, finance, insurance, and other elements of the agreement and ensure it follows state laws, SDBOR policy, and university policies and procedures.
      3. Technology or software contracts shall be reviewed and approved by ITS prior to signing.
      4. Research and Economic Development will finalize the contract after working with the PI and Business Office. Communication with a vendor may be via Research and Economic Development, through the PI, direct from DSU Business Office, or a combination depending on the circumstances.  Research and Economic Development and the Business Office, along with the PI, shall work collaboratively to determine the best communication method.Each Party will keep the other(s) informed of and/or copied on communication with the vendor and other interested parties.
      5. Finalized contracts and agreements shall route through the SDBOR-approved contract system, initiated by Research and Economic Development. The PI will sign, the department or college representative will sign, indicating approval of the contract and/or obligation of funds from the grant or sponsored project. The final university-authorized signature shall be as follows:
         1. If the contract is $50,000 or over, President of DSU shall sign.
         2. If the contract is under $50,000: the VP for Research and Economic Development may sign as the President’s designee.
      6. All intermediate and final reports shall be coordinated with the PI and Sponsored Program Office (SPO). All final reports shall be saved in the SPO. 
      7. Agreements shall be saved in DSU’s central contracts repository.
   2. Contracts (other than those funded from sponsored projects): If the funding source for the contract is not from sponsored grants/contracts, Business Office shall review and approve the contract prior to signing.
      1. A Department/College shall be responsible to review deliverables, develop the Statement of Work (SOW), and ensure that the desired outcomes are outlined in the contract/agreement.
      2. The DSU Business Office shall review the contract language, finance, insurance, and other elements of the agreement and ensure it follows state laws, SDBOR policy, and university policies and procedures.
      3. Technology or software contracts shall be reviewed and approved by ITS prior to signing.
      4. The Business Office shall work with the Department/College to finalize the agreement.  Communication with a vendor may be through the Department/College, direct from Business Office, or a combination depending on the circumstances.  The Business Office and the Department/College shall work collaboratively to determine the best communication method. Each Party will keep the other(s) informed of and/or copied on communication with the vendor and other interested parties.
      5. Finalized contracts and agreements shall route through the SDBOR approved contract system. The department or college representative will sign, indicating approval of the contract and obligation of funds from that department or college. The final university authorized signature shall be as follows:
         1. If the contract is $50,000 or over, President of DSU shall sign.
         2. If the contract is under $50,000: the VP for Business and Administrative Services may sign as the President’s designee.
      6. Fully executed contracts shall be saved in the central contract repository.

2. Rental or Lease Agreements
   1. The President or Vice President for Business and Administrative Services, as the President’s designee, shall sign facility use, rental, or lease agreements on behalf of the university. 
      1. University departments or organizations that are part of the rental or lease will work with the Vice President for Business and Administrative Services to ensure the terms are agreeable.
      2. Agreements shall be saved in DSU’s central contract repository. 
3. MSA, MOU, or MOA
   1. Research and Sponsored Programs MSA, MOU, or MOA: If the MSA, MOU, or MOA is related to Research, sponsored programs, or creative activities:
      1. The department/college/lab/employee works with Research and Economic Development on a Master Service Agreement, MSA, if needed.
      2. The department/college/lab works with the Sponsored Programs Office on the scope of the project.
      3. Research and Economic Development, in collaboration with the Business Office shall review the MSA/MOU/MOA terms and ensure it follows state laws, SDBOR policy, and university policies and procedures. 
      4. Research and Economic Development shall work with the department/college to finalize the agreement. Communication with an external organization may be through the department/college/lab, directly from Research and Economic Development, or a combination depending on the circumstances. Each Party will keep the other(s) informed of and/or copied on communication with the external organization and other interested parties.
      5. The President shall provide final authorization for the MOU or MOA to move forward for signature.
      6. Finalized MSA, MOU, or MOA shall be routed for signature, preferably through DocuSign. The President or designee shall sign the MSA/MOU/MOA on behalf of the university.  
      7. The fully executed MSA/MOU/MOA shall be saved in the central contract repository. 
   2. Non-Research MSA, MOU or MOA: If the MSA, MOU or MOA is not related to sponsored grants/contracts:
      1. The department/college shall review the terms and ensure that the desired outcomes are within the MSA/MOU/MOA. 
      2. The Business Office shall review the MSA/MOU/MOA terms and ensure it follows state laws, SDBOR policy, and university policies and procedures. 
      3. The Business Office shall work with the department/college to finalize the agreement. Communication with an external organization may be through the department/college, directly from the Business Office, or a combination depending on the circumstances. The Business Office and the department/college shall work collaboratively to determine the best communication method. Each Party will keep the other(s) informed of and/or copied on communication with the external organization and other interested parties.
      4. The President shall provide final authorization for the MSA, MOU or MOA to move forward for signature.
      5. The Business Office shall route the MSA/MOU/MOA for signature, preferably via DocuSign. The President or designee shall sign the MSA/MOU/MOA on behalf of the university. 
      6. The fully executed MSA/MOU/MOA shall be saved in the central contract repository. 

4. Non-Disclosure Agreements (NDA)
   1. Research and Sponsored Programs related Non-Disclosure Agreements (NDA): If the NDA is related to Research, sponsored programs, or creative activities:
      1. The department/college/lab/employee will work with Research and Economic Development to review the terms of the NDA to ensure they are in agreement and can abide by the requirements. 
      2. Research and Economic Development shall review the NDA language and other elements of the agreement and ensure that it follows state laws, SDBOR policy, and University policies and procedures. 
      3. Research and Economic Development shall work with the department/college/lab/employee to finalize the NDA. Communication with external organizations may be through the Department/College, directly from the Business Office, or a combination depending on the circumstances. The Business Office and the department/college shall work collaboratively to determine the best communication method. Each Party will keep the other(s) informed of and/or copied on communication with the external organization and other interested parties.
      4. Research and Economic Development will review the NDA with the Business Office.
      5. The President, or designee, shall provide final authorization for the university or employee NDA to move forward for signature.
      6. Research and Economic Development shall route the NDA for signature, preferably via DocuSign. The President or designee shall sign the NDA on behalf of the university. Specific employees may also be required to sign the NDA, depending on circumstances.
      7. A fully executed NDA shall be saved in the central contract repository.  
   2. Non-research related NDAs. For non-research Non-Disclosure Agreements that bind the university or its employees (faculty, staff, or student employees) or for employees of the University (faculty/staff/student employees) completing work on behalf of the University:  
      1. The department/college/employee responsible for the work/research which is prompting the NDA shall review the terms of the NDA to ensure they are in agreement and can abide by the requirements.
      2. The Business Office shall review the NDA language and other elements of the agreement and ensure that it follows state laws, SDBOR policy, and University policies and procedures. 
      3. The Business Office shall work with the department/college/employee to finalize the NDA. Communication with external organization may be through the Department/College, directly from the Business Office, or a combination depending on the circumstances. The Business Office and the department/college shall work collaboratively to determine the best communication method. Each Party will keep the other(s) informed of and/or copied on communication with the external organization and other interested parties.
      4. The President, or designee, shall provide final authorization for the university or employee NDA to move forward for signature.
      5. The Business Office shall route the MOU/MOA for signature, preferably via DocuSign. The President or designee shall sign the NDA on behalf of the university. Specific employees may also be required to sign the NDA, depending on circumstances. 
      6. A fully executed NDA shall be saved in the central contract repository.  

5. Student Research NDAs. For NDAs which are strictly for students where the student represents him/herself and does not represent the University (student NDA):
   1. The Vice President for Research and Economic Development office shall review the NDA language and other elements. 
   2. The Research and Economic Development office shall route the NDA for the signature of the student.
   3. Fully executed student NDAs shall be saved in the Research and Economic Development Office.

V. RELATED DOCUMENTS, FORMS AND TOOLS

• Intent to Propose
• Pre-Award Manual
• Post-Award Manual
• Direct Pay Procedure - (PDF)

VI. POLICY HISTORY

ORIGINALLY ISSUED: 07/21/1988

REVISED: 02/04/1998

REVISED: 05/08/2023